Form of Incentive Stock Option Agreement



 Exhibit 10.2 
  
 SRA INTERNATIONAL, INC. 
  
 Incentive Stock Option Agreement 
 Granted
Under 2002 Stock Incentive Plan 
  
 1. Grant of Option. 
  
 This agreement evidences the grant by SRA International, Inc., a Delaware
corporation (the “Company”), on [Date] (the “Grant Date”) to [Name], an employee of the Company or one of its wholly owned subsidiaries (the “Participant”), of an option to purchase, in whole or in part,
on the terms provided herein and in the Company’s 2002 Stock Incentive Plan (the “Plan”), a total of [Number] shares (the “Shares”) of class A common stock, $0.004 par value per share, of the Company (“Common
Stock”) at $[Price] per Share. Unless earlier terminated, this option shall expire on [Date] (the “Final Exercise Date”). 
  
 It is intended that the option evidenced by this agreement shall be an incentive stock option as defined in Section 422 of the Internal Revenue Code of
1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right
to exercise this option validly under its terms. 
  
 2. Vesting Schedule. 
  
 This option will become
exercisable (“vest”) as to [insert vesting provisions]. 
  
 The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all
shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan. 
  
 In summary, the option may be exercisable to purchase the following number of shares of Common Stock on the corresponding dates indicated: 
  
 [insert vesting table] 
  
 3. Exercise of Option. 
  
 (a) Form of Exercise. Each election to exercise this option shall be
in writing in the form attached hereto, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full in the manner provided in the Plan. The Participant may purchase less than the
number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares. 
  
 (b) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be exercised unless the
Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee or officer of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e)
or (f) of the Code (an “Eligible Participant”). 







 (c) Termination of Relationship with the Company. If the Participant ceases to be an Eligible
Participant for any reason, then, except as provided in paragraphs (d), (e) and (f) below, the right to exercise this option shall terminate 60 days after such cessation (but in no event after the Final Exercise Date), provided that
this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the
non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon such
violation. 
  
 (d) Exercise Period Upon Death or
Disability. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for
“cause” as specified in paragraph (f) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized
transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be
exercisable after the Final Exercise Date. 
  
 (e) Exercise
Period Upon Retirement. If the Participant ceases to be an Employee of the Company by reason of the Employee’s retirement (under a retirement program of the Company or as otherwise determined by the Board) prior to the Final Exercise Date
while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph (f) below, this option shall be exercisable, within the period of two years following the date of
retirement of the Participant, by the Participant, provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her retirement, and further provided that
this option shall not be exercisable after the Final Exercise Date. 
  
 (f) Discharge for Cause. If the Participant, prior to the Final Exercise Date, is discharged by the Company for “cause” (as defined below), the right to exercise this option shall terminate immediately upon the effective
date of such discharge. “Cause” shall mean willful misconduct by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any
provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant shall be
considered to have been discharged for “Cause” if the Company determines, within 30 days after the Participant’s resignation, that discharge for cause was warranted. 
  

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 4. Withholding. 
  
 No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or
makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option. 
  
 5. Nontransferability of Option. 
  
 This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily
or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant. 
  
 6. Disqualifying Disposition. 
  
 If the Participant disposes of Shares acquired upon exercise of this option within two years from the Grant Date or one year
after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition. 
  
 7. Provisions of the Plan. 
  
 This option is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this option. 
  

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 IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by its
duly authorized officer. This option shall take effect as a sealed instrument. 
  

					
	 Dated:                     
    ,             
	 	By:	 	  


	 	 	Name:	 	 
	 	 	Title:	 	 

  
 PARTICIPANT’S
ACCEPTANCE 
  
 The undersigned hereby accepts the foregoing option
and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s 2002 Stock Incentive Plan. 
  

					
	 Dated:                     
    ,             
	 	By:	 	  


	 	 	Name:	 	 
	 	 	Address:	 	 

  

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